Boston-based private equity firm Great Hill Partners LP agreed to acquire all of the issued and outstanding common shares of Canadian fintech company VersaPay Corp., valuing the target company at about C$126 million on a fully diluted basis.
VersaPay shareholders will receive a cash offer of C$2.70 per share held in the company, representing a 47.5% premium to the closing price of the shares on the TSX Venture Exchange, and a 64.5% premium to the volume weighted average price of the shares over the last 30 trading days.
Directors and senior officers of VersaPay, who collectively hold an approximately 3.7% stake in the company, also agreed to support the deal and vote their shares in favor of the acquisition, which will be implemented following the approval of more than 66% of total shareholder votes cast at a special meeting.
The transaction is set to close in the first quarter of 2020, subject to regulatory approvals and satisfaction of customary closing traditions, following which, the VersaPay shares will be delisted from the TSX Venture Exchange.
VersaPay is subject to non-solicitation provisions and reserves the right to terminate the deal with a payment of a nearly C$5.7 million fee in case of an unsolicited superior proposal, and a reverse termination fee of nearly C$7.6 million if Great Hill does not provide sufficient funds, under specified circumstances.
INFOR Financial Inc. is serving as exclusive financial adviser to VersaPay, Capital Canada Ltd. provided the fairness opinion, Cassels Brock & Blackwell LLP is serving as Canadian counsel to VersaPay and Arnold & Porter Kaye Scholer LLP is serving as U.S. counsel to VersaPay on the proposed transaction.
Blake Cassels & Graydon LLP is serving as Canadian counsel to Great Hill and Alston & Bird LLP is acting as U.S. counsel to Great Hill.